SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended December 31, 1996
or
Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Transition Period From to
Commission file number 0-9498
BELLWETHER EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 74-0437769
(State of incorporation) (IRS Employer Identification No.)
1331 Lamar, Suite 1455, Houston, Texas 77010-3039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 650-1025
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $ .01 par value NASDAQ/NMS
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
As of February 14, 1996, 9,154,979 shares of common stock of Bellwether
Exploration Company were outstanding.
================================================================================
1
<PAGE>
BELLWETHER EXPLORATION COMPANY
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets:
December 31, 1996 (Unaudited) and June 30, 1996 .................... 3
Condensed Consolidated Statements of Operations (Unaudited):
Three and six months ended December 31, 1996 and
December 31, 1995................................................... 5
Condensed Consolidated Statements of Cash Flows (Unaudited):
Six months ended December 31, 1996 and December 31, 1995 ........... 6
Notes to Condensed Consolidated Financial Statements (Unaudited) ..... 8
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 11
PART II. OTHER INFORMATION............................................. 15
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
ASSETS
DECEMBER 31, June 30,
1996 1996
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents ........................ $ 450 $ 783
Accounts receivable and accrued revenues ......... 7,296 5,990
Due from related parties ......................... 303 1,417
Prepaid expenses and other ....................... 586 314
-------- --------
Total current assets .......................... 8,635 8,504
-------- --------
PROPERTY AND EQUIPMENT, AT COST:
Oil and gas properties (full cost method) ........ 83,473 76,043
Gas plant facilities ............................. 12,843 12,840
-------- --------
96,316 88,883
Accumulated depreciation, depletion
and amortization ............................... (36,561) (30,748)
-------- --------
59,755 58,135
-------- --------
OTHER ASSETS ..................................... 592 586
-------- --------
$ 68,982 $ 67,225
======== ========
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share Data)
LIABILITIES AND STOCKHOLDERS' EQUITY
DECEMBER 31, June 30,
1996 1996
(Unaudited)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities ........ $ 3,867 $ 2,634
Due to related parties .......................... 411 702
Current maturities of long-term debt ............ -- --
------- -------
Total current liabilities .................... 4,278 3,336
------- -------
LONG-TERM DEBT .................................. 11,000 13,048
DEFERRED INCOME TAXES ........................... 3,805 2,861
OTHER LIABILITIES ............................... 1,148 1,383
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 1,000,000
shares authorized; none issued or outstanding at
December 31, 1996 and June 30, 1996 ............. -- --
Common stock, $0.01 par value, 15,000,000
shares authorized, 9,152,979 and
9,075,479 shares issued and outstanding at
December 31, 1996 and June 30, 1996, respectively 92 91
Additional paid-in capital ...................... 42,059 41,639
Retained earnings ............................... 6,600 4,867
------- -------
Total stockholders' equity .............. 48,751 46,597
------- -------
$68,982 $67,225
======= =======
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in Thousands, Except per Share Data)
Three Months Ended Six Months Ended
December 31, December 31,
-------------------- -----------------
1996 1995 1996 1995
---------- -------- ------- -------
REVENUES:
Oil and gas revenues ............... $5,383 $ 3,853 $ 9,846 $ 7,142
Gas plant and gas gathering revenues 2,158 2,555 3,879 4,923
Interest and other income .......... 26 36 53 57
------ -------- ------- -------
7,567 6,444 13,778 12,122
------ -------- ------- -------
COST AND EXPENSES:
Production expenses ................ 1,696 1,347 3,061 2,447
Gas plant and gas gathering expenses 934 1,549 1,827 3,006
Depreciation, depletion and
amortization ..................... 2,173 1,979 4,167 3,866
General and administrative expenses 761 859 1,452 1,559
Interest expense ................... 232 472 520 956
Other expenses ..................... -- 143 -- 155
------ -------- ------- -------
5,796 6,349 11,027 11,989
------ -------- ------- -------
Income before income taxes .......... 1,771 95 2,751 133
Provision for income taxes ....... 655 107 1,018 132
NET INCOME (LOSS) ................ $1,116 $ (12) $ 1,733 $ 1
====== ======== ======= =======
Net income per share ............. $ 0.12 $ -- $ 0.19 $ --
====== ======== ======= =======
Weighted average common and common
equivalent shares outstanding ...... 9,145 9,045 9,118 9,045
====== ======== ======= =======
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in Thousands)
Six Months Ended
December 31,
-------------------
1996 1995
-------- -------
NET INCOME ......................................... $ 1,733 $ 1
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization ...... 4,308 3,897
Deferred income taxes ......................... 954 --
Other ......................................... (3) --
Change in assets and liabilities:
Accounts receivable and accrued revenue ........... (1,306) (439)
Accounts payable and other liabilities ............ 999 405
Due (to) from related parties ..................... 823 (158)
Other ............................................. (403) (210)
-------- -------
NET CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES ............................ 7,105 3,496
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties ............... (7,430) (1,133)
Proceeds from sales of properties ................. 1,665 --
Other ............................................. (45) (41)
-------- -------
NET CASH FLOWS USED IN
INVESTING ACTIVITIES .......................... (5,810) (1,174)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ........................... 13,000 --
Payments of long-term debt ......................... (15,048) (1,000)
Exercise of stock options .......................... 420 --
-------- -------
NET CASH FLOWS USED IN
FINANCING ACTIVITIES .......................... (1,628) (1,000)
-------- -------
Net increase (decrease) in cash and cash equivalents (333) 1,322
Cash and cash equivalents at beginning of period 783 1,088
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ......... $ 450 $ 2,410
======== =======
See accompanying notes to condensed consolidated financial statements
6
<PAGE>
BELLWETHER EXPLORATION COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
(Amounts in Thousands)
Six Months Ended
December 31,
----------------------
1996 1995
------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest......................... $ 348 $ 480
Income taxes (net of prior period refunds) $ 63 $ 127
See accompanying notes to condensed consolidated financial statements.
7
<PAGE>
BELLWETHER EXPLORATION COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with instructions to Form 10-Q and,
therefore, do not include all disclosures required by generally accepted
accounting principles. However, in the opinion of management, these
statements include all adjustments, which are of a normal recurring
nature, necessary to present fairly the financial position at December 31,
1996 and June 30, 1996, and the results of operations and changes in cash
flows for the periods ended December 31, 1996 and 1995. These financial
statements should be read in conjunction with the consolidated financial
statements and notes to the consolidated financial statements in the 1996
Form 10-K of Bellwether Exploration Company ("the Company") that was filed
with the Securities and Exchange Commission.
2. INDUSTRY SEGMENT INFORMATION
The Company's operations are concentrated primarily in two segments; 1)
the exploration and production of oil and natural gas and 2) gas plant and
gas gathering operations.
FOR THE SIX MONTHS ENDED
DECEMBER 31,
--------------------------------
1996 1995
-------------- --------------
Sales to unaffiliated customers:
Oil and gas........................ $ 9,846 $ 7,142
Gas plants and gas gathering....... 3,879 4,923
Other revenues..................... 53 57
-------------- --------------
Total revenues............... 13,778 12,122
============== ==============
Operating profit before income tax
Oil and gas........................ 3,059 1,520
Gas plants and gas gathering....... 1,611 1,226
-------------- --------------
4,670 2,746
Unallocated corporate expenses........ 1,399 1,657
Interest expense...................... 520 956
-------------- --------------
Income before taxes.......... 2,751 133
============== ==============
Depreciation, depletion and
amortization:
Oil and gas........................ 3,726 3,175
Gas plants and gas gathering....... 441 691
-------------- --------------
$ 4,167 $ 3,866
============== ==============
8
<PAGE>
BELLWETHER EXPLORATION COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. LONG TERM DEBT
On February 28, 1995, the Company entered into a credit facility ("Credit
Facility") with a commercial bank providing an initial borrowing base of
$29.8 million. The borrowings under the Credit Facility were secured by
the Company's interests in oil and gas properties, the Gathering System
and the Gas Plant. The maturity date, as modified in the second quarter of
fiscal 1996 was March 31, 2001 and the borrowing base was $20.1 million.
The Credit Facility was retired in October 1996.
In October 1996, the Company entered into a syndicated credit facility
("New Credit Facility") in an amount up to $50 million with an initial
borrowing base of $27 million, to be redetermined semi-annually. At
Bellwether's option, the interest rate will vary, based upon borrowing
base usage, from LIBOR plus 7/8% to LIBOR plus 1 1/4%, or the greater of
the prime rate or Fed Funds plus 1/2%. The New Credit Facility is
unsecured with respect to oil and gas assets and has a termination date of
October 15, 2000.
The New Credit Facility contains various covenants including certain
required financial measurements for a current ratio, consolidated tangible
net worth and interest coverage ratio. In addition, the New Credit
Facility includes certain limitations on restricted payments, dividends,
incurrence of additional funded indebtedness and asset sales.
4. GAS CONTRACT LIABILITY
The Company and certain third parties were the beneficiaries of an
agreement ("Purchase Agreement") whereby another party had an obligation
to purchase, until May 1999, the gas produced by the Company and such
third parties from the West Monroe field in Union Parish, Louisiana at a
price of $4.50 per MMBTU. The Company owned a large majority of the gas
produced and sold pursuant to the Purchase Agreement. In March 1996, in
exchange for Bellwether's agreement to assume this obligation to purchase
gas under the Purchase Agreement, the Company was paid $9.9 million. As a
result of this transaction, the Company removed the net book value of the
gas gathering system from the balance sheet and recorded a liability of
$2.0 million to cover estimated liabilities under the contract. Gas
gathering operations of the subsidiary and payments to third parties are
charged to the liability as incurred. From the proceeds, $9.5 million was
paid on the Company's Credit Facility.
9
<PAGE>
BELLWETHER EXPLORATION COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. OTHER MATTERS
In February 1997, the Company filed a registration statement with the SEC
with regard to an offering of 5,606,250 shares of common stock ("Common
Stock Offering") and $100 million in Senior Subordinated Notes ("Notes
Offering"), the proceeds of which are to be used to purchase oil and gas
properties and an estimated $23.2 million of working capital for $209.0
million, plus a contingent payment of up to $10.0 million, the actual
amount of which will be based on 1997 gas prices (the "Contingent
Payment"). The effective date of the pending acquisition is July 1, 1996
and the estimated net adjusted purchase price assuming a March 31, 1997
closing date is $154.8 million plus the Contingent Payment. As of June 30,
1996, estimated net proved reserves attributable to the properties were
42.4 MMBOE (89% developed and 58% gas) with a PV-10 Value (pre-tax) of
$230.4 million. The Company is also negotiating a new $90 million credit
facility ("New Credit Facility") with a group of banks. The Company will
finance the cash portion of the acquisition and related fees, estimated to
aggregate $176.0 million, and repayment of an estimated $11.0 million of
existing indebtedness with advances under the New Credit Facility and the
proceeds of the Common Stock Offering and the Notes Offering.
10
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
The Company's strategy is to maximize long-term shareholder value through
aggressive growth in reserves and cash flow using advanced technologies,
implementation of a low cost structure and maintenance of a capital structure
supportive of growth. The Company continues to acquire producing oil and gas
properties through mergers, acquisitions and development, to participate in
certain gas processing and gas gathering investments, and to participate
selectively in exploration activities. The funding of these activities has been
provided by operating cash flows, bank financing and equity placements. Net cash
provided by operating activities was $7.1 million for the six months ended
December 31, 1996 compared to $3.5 million used in operating activities in the
same period of 1995. The Company invested $7.4 million in oil and gas properties
for the six months ended December 31, 1996 versus $1.1 million in 1995.
The Company and certain third parties were the beneficiaries of an agreement
("Purchase Agreement") whereby another party had an obligation to purchase,
until May 1999, the gas produced by the Company and such third parties from the
West Monroe field in Union Parish, Louisiana at a price of $4.50 per MMBTU. The
Company owned a large majority of the gas produced and sold pursuant to the
Purchase Agreement. In March 1996, in exchange for Bellwether's agreement to
assume this obligation to purchase gas under the Purchase Agreement, the Company
was paid $9.9 million. As a result of this transaction, the Company removed the
net book value of the gas gathering system from the balance sheet and recorded a
liability to cover the estimated losses under the contract. Gas gathering
operations of the subsidiary and payments to third parties are charged to the
liability as incurred. From the proceeds, $9.5 million was paid on the Company's
Credit Facility.
In the first quarter fiscal 1997, the company sold certain non strategic oil and
gas properties for $1.6 million.
GAS BALANCING
It is customary in the industry for various working interest partners to sell
more or less than their entitled share of natural gas. The settlement or
disposition of existing gas balancing positions is not anticipated to materially
impact the financial condition of the Company.
FISCAL 1997 CAPITAL EXPENDITURES
During fiscal 1997, the Company anticipates investing approximately $12.8
million, excluding acquisitions, which is comprised of $9.7 million for
development drilling activities, $3.0 million for exploratory drilling
activities, and $0.1 million for gas plant and gas gathering facilities. The
Company has executed a letter of intent to acquire a 25% interest in the Mud
Lake Field, Cameron Parish, Louisiana for $2.1 million in cash. Closing is
expected to occur in February 1997. The Company believes its cash flow provided
by operating activities and the proceeds from credit facilities will be
sufficient to meet these capital commitments. The Company continues to seek
acquisition opportunities and the consummation of such a transaction may
directly impact anticipated capital expenditures.
11
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BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (THREE AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995)
The following table sets forth certain operating information of the Company for
the periods presented:
<TABLE>
<CAPTION>
Three Months Ended December 31, Six Months Ended December 31,
------------------------------- ------------------------------
Increase/ Increase/
1996 1995 (Decrease) 1996 1995 (Decrease)
--------- ------- ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Production:
Oil and condensate (MBBLS) . 75 98 (23.5%) 143 184 (22.3%)
Natural gas (MMCF) ......... 1,427 1,230 16.0% 2,814 2,428 15.9%
Average sales price:
Oil and condensate (per BBL) $ 23.93 $16.12 48.5% $21.59 $16.04 34.6%
Natural gas (1) (per MCF) .. $ 2.51 $ 1.85 35.7% $ 2.40 $ 1.72 39.5%
Average unit production cost per
BOE (2) ......................... $ 5.42 $ 4.45 21.8% $ 5.00 $ 4.16 20.2%
Gas plant and gas
gathering operations:
Average daily net production
(BBLS) .................... 913 935 (1.8%) 940 858 9.6%
Average NGL sales price (per
barrel) ................... $ 20.91 $12.14 72.2% $18.10 $11.72 54.4%
Gas gathering throughput
(MMCF) (3) ...................... -- 372 -- -- 738 --
</TABLE>
(1) Average sales price for natural gas includes revenues received from the
sale of natural gas liquids which were removed from the Company's gas
production.
(2) Rate is based upon costs incurred to operate and maintain wells and
related equipment and facilities including ad valorem and severance taxes.
(3) Operations are charged to gas contract liability subsequent to March 1,
1996. (See Note 4 of the Notes to Condensed Consolidated Financial
Statements.)
12
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
REVENUES
Oil and gas revenues for the three and six months ended December 31, 1996 were
$5.4 million and $9.8 million, as compared to $3.9 million and $7.1 million for
the respective periods in 1995. The increase, which is 38% for both periods, is
attributable primarily to additional production from the Cove field workovers
and an increase in oil and gas prices.
Gas plant and gas gathering revenues were $2.2 million and $3.9 million in the
three and six months ended December 31, 1996, respectively, and $2.6 million and
$4.9 million, respectively, in the same periods of fiscal 1995. Gas plant
revenues of approximately $2.2 million and $3.9 million are reflected in the
three and six months ended December 31, 1996, respectively, compared to $1.3
million and $2.4 million in the same periods of 1995. Increased natural gas
liquids prices were the primary cause of the increase. Gas gathering revenues
were $1.3 million and $4.9 million for the three and six months ended December
31, 1995, respectively. From March 1996 forward, gas gathering revenues have
been applied to the gas contract liability. (See Note 4 of the Notes to the
Condensed Consolidated Financial Statements.)
EXPENSES
Lease operating expenses for the three and six months ended December 31, 1996
totaled $1.7 and $3.1 million or 31% and 29% over the $1.3 million and $2.4
million for the three and six months ended December 31, 1995, respectively.
Lease operating expenses per barrel of oil equivalent were 22% and 20% higher in
the three and six months ended December 31, 1996, when compared to the
respective periods in fiscal 1995. Such increases were primarily the result of
higher severance taxes from increases in oil prices of 48.5% and 34.6% and
increases in natural gas prices of 35.9% and 39.5% for the three and six months
ended December 31, 1996 and 1995, respectively.
Gas plant and gas gathering expenses were $0.9 million and $1.8 million for the
three and six months ended December 31, 1996 respectively, and $1.5 million and
$3.0 million, respectively, in the same periods in fiscal 1995. The decrease in
gas plant and gas gathering expenses reflect the reduction in gas gathering
activity relating to the contract assumption, offset by higher payments from gas
plant operations to producers under the Company's percent-of-proceeds contracts.
The higher prices to producers resulted primarily from higher liquids prices
received by the Company. (See Note 4 of the Notes to the Condensed Consolidated
Financial Statements.)
Depreciation, depletion and amortization of $2.2 million and $4.2 million for
the three and six months ended December 31, 1996 reflects a 10% and 8% increase,
respectively, from $2.0 million and $3.9 million in the same periods in 1995.
Increased oil and gas production and a higher depletion rate per barrel of oil
equivalent, resulting from new drilling and workovers, are the main reasons for
the increases.
13
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
General and administrative expenses totaled $0.8 million and $1.5 million in the
three and six months ended December 31, 1996 as compared to $0.9 million and
$1.6 million for comparable periods of fiscal 1995.
Interest expense decreased to $0.2 million and $0.5 million for the three and
six months ended December 31, 1996 from $0.5 million and $1.0 million in the
same periods of 1995. The decrease in interest expense is the result of payments
on the Credit Facility.
INCOME TAXES
Provision for federal and state income taxes for both the three and six months
ended December 31, 1996 is 37% of income.
NET INCOME
Net income for the three and six months ended December 31, 1996 is approximately
$1.1 million and $1.7 million as compared to a net loss of ($12,000) and net
income of $1,000 in the respective periods of 1995.
OTHER MATTERS
The Company is a party to an administrative services agreement with Torch Energy
Advisors Incorporated ("Torch"). On September 30, 1996, Torchmark Corporation,
an insurance and financial services holding company and the parent corporation
of Torch, sold its interest in Torch to an investor group comprised of members
of Torch's management. The Company does not anticipate that this will have any
impact on the services provided by Torch or its existing agreement with Torch.
In February 1997, the Company filed a registration statement with the SEC with
regard to an offering of 5,606,250 shares of common stock ("Common Stock
Offering") and $100 million in Senior Subordinated Notes ("Notes Offering"), the
proceeds of which are to be used to purchase oil and gas properties and an
estimated $23.2 million of working capital for $209.0 million, plus a contingent
payment of up to $10.0 million, the actual amount of which will be based on 1997
gas prices (the "Contingent Payment"). The effective date of the pending
acquisition is July 1, 1996 and the estimated net adjusted purchase price
assuming a March 31, 1997 closing date is $154.8 million plus the Contingent
Payment. As of June 30, 1996, estimated net proved reserves attributable to the
properties were 42.4 MMBOE (89% developed and 58% gas) with a PV-10 Value
(pre-tax) of $230.4 million. The Company is also negotiating a new $90 million
credit facility ("New Credit Facility") with a group of banks. The Company will
finance the cash portion of the acquisition and related fees, estimated to
aggregate $176.0 million, and repayment of an estimated $11.0 million of
existing indebtedness with advances under the New Credit Facility and the
proceeds of the Common Stock Offering and the Notes Offering.
14
<PAGE>
BELLWETHER EXPLORATION COMPANY
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A Proxy Statement was sent to all shareholders of record as
of October 22, 1996 for the following matters which were
voted on at the annual meeting of shareholders held on
November 15, 1996:
1. J. P. Bryan, J. Darby Sere', A. K. McLanahan, Vincent H.
Buckley, Dr. Jack Birks, C. Barton Groves and Michael
Watford were elected as directors with 7,888,945 shares
voting in favor, 18,000 shares abstaining and no shares
voting against. Habib Kairouz was elected with 7,888,925
shares voting in favor, 18,080 shares abstaining and no
shares voting against.
2. The shareholders approved the proposal to ratify the
selection of Deloitte and Touche LLP as the Company's
independent auditors for the fiscal year ending June 30,
1997 with a total of 7,994,084 shares voting in favor, a
total of 11,592 shares voting against and a total of
24,005 shares abstaining.
No other matters were brought up at the meeting.
A copy of the Proxy Statement was filed with the Securities
and Exchange Commission on October 22, 1996 and is
incorporated herein by reference.
ITEM 5. OTHER INFORMATION
None.
15
<PAGE>
BELLWETHER EXPLORATION COMPANY
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
The following exhibits are filed with this Form 10-Q and
they are identified by the number indicated.
27 Financial Data Schedule
b. Reports on Form 8-K.
None.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BELLWETHER EXPLORATION COMPANY
(Registrant)
Date: FEBRUARY 14, 1997 By:/s/ J. DARBY SERE'
J. Darby Sere'
President and Chief Operating Officer
Date: FEBRUARY 14, 1997 By:/s/ CHARLES C. GREEN, III
Charles C. Green III
Executive Vice President and
Chief Financial Officer
17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 450
<SECURITIES> 0
<RECEIVABLES> 7,599
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,635
<PP&E> 96,316
<DEPRECIATION> (36,561)
<TOTAL-ASSETS> 68,982
<CURRENT-LIABILITIES> 4,278
<BONDS> 0
92
0
<COMMON> 0
<OTHER-SE> 48,659
<TOTAL-LIABILITY-AND-EQUITY> 68,982
<SALES> 13,725
<TOTAL-REVENUES> 13,778
<CGS> 9,055
<TOTAL-COSTS> 11,027
<OTHER-EXPENSES> 1,452
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 520
<INCOME-PRETAX> 2,751
<INCOME-TAX> 1,018
<INCOME-CONTINUING> 1,733
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,733
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
</TABLE>
